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Gujarat Inject (Kerala) Ltd.

BSE: 524238 Sector: Health care
NSE: N.A. ISIN Code: INE659F01014
BSE 05:30 | 01 Jan Gujarat Inject (Kerala) Ltd
NSE 05:30 | 01 Jan Gujarat Inject (Kerala) Ltd

Gujarat Inject (Kerala) Ltd. (GUJINJECTKER) - Director Report

Company director report

Your Directors have pleasure in submitting their 26th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

PARTICULARS

Particulars for Year ended

(Amount in Rs.)

Current Year 31st March 2017 Previous Year 31st March 2016
Net Sales /Income from Business Operations - 1.66
Other Income 156.79 -
Total Income 156.79 1.66
Less Interest - -
Profit before Depreciation 1.11 0.06
Less Depreciation - -
Profit after depreciation and Interest 1.11 0.06
Less Current Income Tax 0.37 -
Less Previous year adjustment of Income Tax - 0.02
Less Deferred Tax - -
Add Extra Ordinary item - -
Net Profit after Tax 0.74 0.04
Dividend (including Interim if any and final ) - -
Net Profit after dividend and Tax 0.74 0.04
Amount transferred to General Reserve - -
Balance carried to Balance Sheet 0.74 0.04

2. REVIEW OF BUSINESS OPERATION

Revenue from operations for FY 2016-17 was Rs. 156.79 Lakhs compared to the Revenuefrom operations of Rs. 1.66 Lakhs of previous year. The Company has incurred Profit beforetax for the financial year 2016-17 of Rs. 1.11 Lakhs as against profit before tax of Rs.0.06 Lakhs of previous year Profit after Tax for the financial year 2016-17 of Rs. 0.74Lakhs as against Net Loss after profit of Rs. 0.04 Lakhs of Previous year.

3. DIVIDEND

As from the current year company start its activities and generate revenue of Rs.166250/- which is invested in business. Hence company did not announce dividend anddirectors are regret for the same.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report

6. DISCLOSURE UNDER SECTION 197 (12) AND RULES 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The requisite details relating to ratio of remuneration percentage increase inremuneration etc. as stipulated under the above rules are annexed at "Annexure -D" to this report.

7. PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration to any Director of the Company. Hencedetails in terms of sub-section 12 of Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to the Company.

The details as required under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 isnot applicable as there is no such employee in the Company employed throughout thefinancial year with salary above Rs. 1.02 Lakhs p.a. or employed part of the financialyear with average salary above Rs. 8.5 Lakhs per month.

Further there is no employee employed throughout Financial year or part thereof wasin receipt of remuneration of in aggregate is in excess of that drawn by the ManagingDirector or Whole time Director or Manager and holds by himself or along with his spouseand dependent children not less than Two percent (2%) of the Equity Shares of theCompany.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

As Company did not carry out commercial activities for the year under review as well asprevious year information in respect of Section 134 (m) of Companies Act 2013 is notapplicable.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Considering the present profit and other requirements the CSR is not applicable to thecompany and hence company with that into consideration has not constituted CSR Committeeand also has not adopted CSR policy.

11. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board' functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc

The Directors expressed their satisfaction with the evaluation process

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

Observation from secretarial auditor

The company secretary has given certain qualifications/adverse remarks in their reportmainly in respect;

During the period under review the Company has complied with the provisions of theCompanies Act 2013 Rules made thereunder Regulations guidelines etc. mentioned aboveexcept;

• As per the information provided by the Company the Company is in the process ofAppointing Internal Auditors as per Section 138 of the Companies Act 2013 and Rules madethereunder and Managing Director/Whole-time Director and Chief Financial Officer in theCompany as per Section 203 of the Companies Act 2013 and Rules made thereunder. Thoughduring the period under reviewed the Company has not appointed internal auditors and abovekey managerial personnel;

• The Company has failed to regularize the Additional Directors appointed by theboard in the Annual General Meeting.

• As per inform provided by the Company the Company has filed MGT-14 forappointment of Whole time Director and approval of Directors' Report and Annual Accountson different dates and MGT-7 i.e. Annual Return for the F.Y. 2015-16 but it is notavailable on MCA portal and Chaiian of same not available to my inspection.

Further the Company has complied various Regulations of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 mentionedabove except;

• Non-Compliance of Regulation 30(12) and Regulation 30(2) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 for Intimation to StockExchange regarding Date Day and time of Annual General Meeting and closure of Register ofMembers and Share transfer books for the purpose of Annual General Meeting And forintimation to Stock Exchange regarding resignation of Company Secretary of the Companyrespectively;

• Delayed in filing of few Compliances as per SEBI (Listing Obligations andDisclosures) Regulations 2015 for the Quarter ended December 2016and March 2017.

• As per section 108 of the Companies Act 2013 the Company has not providedE-voting facility in the Annual General Meeting of the Company held on 30-09-2016.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure 'B' and is attached to this report

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure'A' and is attached to this Report.

17. BOARD MEETINGS/COMMITTEE MEETINGS:

Board Meeting

5 (Five) Board meetings were held in the financial year 2016-17 and the gap between twoBoard meetings did not exceed 120 days. The same were held on 20th April 201613 th August 2016 5th September 2016 14th November2016 and 13th February 2017.

The record of attendance of Directors:

Name of the Directors No. of Meeting held Board Meetings Attended During 2016-17
Ms. Dwipa Mankodi 5 5
Smt. Ila Yogesh Mankodi 5 5
Mr. Murli Shivshankaran Nair 5 5
Ms. Reena Mahatma 5 5
Mr. Narayansinh Pabudansinh Chauhan 5 5
Mr. Gautam Keshavlal Chauhan 5 5

Audit Committee

4 (Four) Audit Committee meetings held during the financial year 2016-17. The same wereheld on 20th April 2016 13th August 2016 5thSeptember 2016 14th November 2016 and 13th February 2017.

The composition of the Audit Committee is as under:

Name of the Member Chairman/Member No. of Meeting held Meetings Attended During 2016-17
Ms. Dwipa Mankodi Member 4 4
Mr. Gautam Keshavlal Chauhan Chairman 4 4
Mr. Narayansinh Pabudansinh Chauhan Member 4 4

The Board has accepted all recommendations of audit committee.

Nomination and Remuneration Committee

2(Two) Nomination and Remuneration committee meetings held during the Financial Year2016-17. The same were held on 5th September 2016 and 13thFebruary 2017.

The composition of the Nomination and Remuneration Committee is as under:

Name of the Member Chairman/Member No. of Meeting held Meetings Attended During 2016-17
Ms. Dwipa Mankodi Member 2 2
Mr. Gautam Keshavlal Chauhan Chairman - -
Mr. Narayansinh Pabudansinh Chauhan Member - -

Stakeholders Relationship Committee

During the Financial Year 2015-16 company did not receive any complaint and hence nomeeting held during said period.

The composition of the Investors' Grievance and Shareholders' Committee is as under:

Name of the Member Chairman/Member No. of Meeting held Meetings Attended During 2016-17
Ms. Dwipa Mankodi Member 2 2
Mr. Gautam Keshavlal Chauhan Chairman - -
Mr. Narayansinh Pabudansinh Chauhan Member - -

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. CHANGE IN DIRECTORS/KEY MANAGERIAL PERSONNELS

There was no change in Directors of the Company.

22. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to theFinancial Statements.

23. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSED ACT 2013.

In terms of section 22 of the SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSEL) ACT 2013 we report that during 2015-16 no case has been filedunder the said act.

24. CORPORATE GOVERNANCE REPORT

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15th September2014 issued by SEBI the amended clause 49 of Equity Listing Agreement and as stipulatedunder the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. It is not mandatory for the time being in respect of Companies havingpaid up share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25Crores as on the last day of previous financial year. In view of the above separatecorporate governance report is not provided.

25. SIGNIFICANT/MATERIAL ORDER PASSED

During the year no significant and material order passed for or against the company byany authorities.

26. DECLARATION OF INDEPENDENT DIRECTORS

There is no Independent Director on the Board of the company. The company being a shellcompany without any assets/revenue generation nobody is willing to occupy position ofIndependent director on board.

27. STATUTORY AUDITOR

M/s. S. Mandawat & Co. Chartered Accountants Ahmedabad [FRN: 118330W] will beappointed as Statutory Auditors in place of M/s Krishnamoorthy & KrishnamoorthyChartered Accountants as Statutory Auditors for a period of 5 year in the ensuing AnnualGeneral Meeting will be held on 30 th September 2016. Their appointment andpayment of remuneration are to be confirmed and approved in the ensuing Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif they are appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

Secretarial Auditor

Mr. Parth P. Shah Company Secretary Ahmedabad has been appointed as SecretarialAuditor for the financial year 2016-17.

The secretarial audit report is appended as an Annexure 'E' to this report.

28. RISK MANAGEMENT POLICY

There is no risk management policy formed by the company as there is no productiveactivity.

29. VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.The Vigil Mechanism Policy is appended as an Annexure 'C' to this Report.

30. SHARES

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

On Behalf of the Board of Directors of

GUJARAT INJECT (KERA LA) LIMITED
Date: 04th September 2017
Place: Vadodara Murli Shivshankaran Nair Dwipa Y Mankodi
(Director) (Director)